CONTRACT OF SERVICES

iNOVV ALL MEN BY THESE PRESENTS:

This Contract of Services (tne "Contract") is made and entered into this 25th
day of October 2017 by and between:

The DEVELOPMENT BANK OF THE PHILIPPINES, a financial institution created and

operating pursuant to the provisions of Executive Order No. 81 dated
December 6, 1986, otherwise known as the 1986 Revised Charter of the
Development Bank of the Philippines as amended by Republic Act No. 8523
dated February 14, 1998, with principal office at the DBP Building, Sen. Gil J.
Puyat corner Makati Avenue, Makati City, represented herein bv its Chief
Development Officer and Head of Development Sector, EVP BENEL D. LAGUA,
hereinafter referred to as "DBP";

AND

ENVIRONMENTAL COMP1IANCE CONSULTANTS INTL. CORP., a corporation organized

and existing under Philippine laws, with principal office address at 8 th Floor
Montepino Building, 138 Amorsolo Street corner Gamboa Street, Legazpi Village,
Makati City, and represented hereinafter referred to as the "PROFESSIONAL SERVICE
PROVIDER"

leach c Party- and collectively, the "Parties").

WITNESETH THAT:

WHEREAS, DBP’s Development Sector through the Integrated Services Department is

tasked to handle, manage, and take Charge of the preparation and completion of the DBP
2014-2016 Consolidated Sustainable Development Report (the "Report"), a publication
that presents a comprehensive discussion of the sustainability of DBP’s Operations vis-a-
vis the broad scope of its development initiatives;

WHEREAS, DBP requires the services of a PROFESSIONAL SERVICE PftOViDER that can render
competent professional services in the preparation and publication of the Report (tne
"Services") consistent, among others, with the Global Reporting Initiative* (GRI) Standards
or the GRI Standards, the first global standards fur sustainability reporting, and which
Services are not within the scope of work of DBP’s regular personnel;

WHEREAS, the PROFESSIONAL SERVICE PROVIDER is one of the leading organizations

that develop sustainability strategies and reporting for their clients and also has the
experience and expertise in preparing Sustainability reports aligned with the GRI
Standards guidelines as well as the necessary accreditation to conduct external assurance
(audit) for sustainability reports;

WHEREAS, the PROFESSIONAL SERVICE PROVIDER represents and warrants that it is not
related within the third degree of consanguinity or affinity to any DBP personnel or
representatives negotiating and/or approving this Contract;

' The Global Reposing Initiative (GRI} is an organization which promotes the use of sustainability
reporting as a way for organizations to become more sustainable and contribute to sustainable
development.
WHEREAS, the PROFESSIONAL SERVICE PROVIDER is willing to render the required
Services to DBP under the terms and conditions contained in this Contract and has agreed
to perform the Services in conformity with the Letter of Award dated July 25, 2017.

NOW THEREFORE, for and in consideration of the foregoing premises, and of the mutual
covenants and stipulations hereinafter set forth, the Parties hereby agree, and by
these presents, bind themselves, to wit:

1. SCOPE OF SERVICES

The Scope of Services to be rendered by the PROFESSIONAL SERVICE PROVIDER is set

forth in Annex "A".

2. CONTRACT PRICE

For and in consideration of the Services rendered, DBP shall pay the PROFESSIONAL
SERVICE PROViDER the amount of Philippine Peso: NINE HUNDRED FORTY EIGHT
THOUSAND SIX HUNDRED FORTY PESOS (R948,640.00), inclusive of all applicable
taxes, upon satisfactory completion of all milestones and submission of all the
requirements specified in Sections A and B of Annex "A" of this Contract as
certified by the DBP Chief Development Officer and Head of Development Sector.
The payment schedules shall be as folows
• 15 oâ upon completion of Tasks 1 to 2 of Section B of Annex "A”;
• 50% upon Completion of Tasks 3 to 5 of Section B of Annex "A”; and
• 35% upon completion of Tasks 6 to 7 of Section B of Annex "A".

7he Professional Fees mentioned above shall represent all that is a emandable under
this CODtFdCt. However, the PROFESSIONAL SERVICE PROVIDER may be reimbursed for
travel and travel-related expenses incurred outside of Metro Manila provided such
expenses are covered by prior written authority from the DBP.

3. PAYMENT TERMS AND CONDITIONS

Payment for the invoices sent by the PROFESSIONAL SERVICE PROVIDER shall be via
credit to its deposit account with DBP within fifteen (15) calendar days upon
receipt by DBP of the PROFESSIONAL SERVICE PROVlDER’s official receipt and the
issuance by DBP of a Certificate of Acceptance subject to the government audit /
accounting / procurement policies.

The Expanded Withholding Tax (EWT) due to the government shall be withheld by
DBP from any payment made to the PROf-ESSlONAL SERVICE PROVIDER. The EWT
deducted by the DBP shall be at the rate prescribed by the Bureau of Internal Revenue
(BIR), and shall be remitted directly to the BIR stating, among others, that the tax
being withheld is to be credited to the PROFESSIONAL SERVICE PROVIDER, The
Certificate of Creditable Tax Withheld at Source shall be submitted by DBP to the
PROFESSIONAL SERVICE PROVIDER within fifteen (IS) calendar days from receipt
of payment from the PROFESSIONAL SERVICE PROVIDER.
 t’s_• 3 o i

4. PERFORMANCE SECURITY
To guarantee the faithful performance by the PROFESStDNAL SERVICE PROVIDER of all its
obligation s, r nrJer this Contract, the PROFESSIONAL SERVICE PROVIDER shall, within ten
(10) calend ar days from the receipt of the Notice of Award, submit to DBP a Performance
Security in iii any of the following forms and percentages:
Minimum % of
Form of Performance Security Contract Price per Minimum Amount
year
Cash, cashier’s/manager‘s check
issued by a Universal or Commercial
Bank
Ban k draft/guarantee or irrevocable Five Perront P- 47,432.00
letter of ciedit issued by a U niversat (5%)
or Commercial Bank; provided,
however, that it snalJ be confirmed
or authenticated by a Universal or
Commercial Bank, if issued by a
foreign bank
Surety Bond callable upon demand
issued by a surety or insurance Tnirty percent A 284,592.00
company; and certification from the (30%)
insurance Commission certifying that
said company is authorized to issue
said bond

The Performance Security posted by the PROFESSIONAL SERVICE PROVIDER shall remain
valid until the final certificate of acceptance is issued bv DBP.

The PROFESSIONAL SERVICE PROVIDER is an independent contractor and is not, by

tnis Contract or anything herein ccr rained, constituted or appointee as an agur I or
employee of the DBP tor any purpose whatsoever, nor shall anything herein contained
be deemed or construe a as granting to the PROFESSIONAL SERVICE PROVIDER any
right or authority to assume or to create any obligat iun or responsibility, express or
implied, for in behatf of, or in the nnmc of, OBP; or bind DBP in any way \vhatsnever.

5. EFFECTIVITY/LIABILITY
This Contract shall become effective upon execution thereof and for period of four
(4) months thereafter, or upon complete deJivery and dcceptance of all projer.I
aeliverab!eS. The term/duration of this Contract may be extended upon the mutual
written consent of both Parties.

It is understood that the PROFESSIONAL SERVICE PROVIDER shall not in any way be
held responsible nr liable to DBP for failure to provide the Services if such failure is due
to {i) force majeure, (ii) actions of DBP that make it impossible for the PROFESSiONAL
SERVICE PROVIDER to attdln the Project’s target and milestones/deliverables, and (iii)
other causes beyond tic control of the PROFESSIONAL SERVICE PftOVlDER. Likewise,
DBP shall not be liable to the PROFESSIONAL SERVICE PROVIDER for the delay or non-
performance of its obligations under tnis Agreement arising from force majeure or due to
the acts/omissions of the PROFESSIO NAL SERVICE PROVIDER which prevents DBP
from complying with its obligations hereto.
6. TERMINATION
A. The following events shall entitle thr pnrty not in breach to terminate this Contract
upon written notice to the other:
i. Failure of DBP to pay all sums due to PROFESSIONAL SERVICE PROVIDER
within fifteen (15) working days from the time it becomes due pursuant to
the t0rms of this Contract;
ii. Failure of PROFESSIONAL SERVICE PROVIDER to remedy any breacn of its
obligations hereunder or the T erms of Reference or the provisions of RA
9184 and its Implementing Rules and Regulations within fifteen (1s) days
following the data cf written notice from DBP speci *ving the breach with full
particulars; Failure of PROFESSIONAL SERVICE PROVIDER to deliver or perform
the Outputs a md Deliverables within the agrPed perioo/s, or within any
exterisfOn thereof granted by DBP, if any, pursuant to a request made by the
PRDFESSIONAL SERVICE PROVIOER prior to the delay; and
iv. Any violation or breacn by either Party of any provision of this Contract.
B. The Parties may agree to pre terminate the Contract prior to its expiration. The pi e-
termination of the Contract by either party shall entitle the PROFESSIONAL SERVICE
PROVIDER tu payment of services actually rendered, subject to the provisions uf
Section B of Annex ”A“ hcrcof. All pre-terminations shall be subject to a 30-day
prior notice, except when a shorter period is ngreed upon by the Parties,

7. AMENDMENTS
No amendment or modification of any of the terms and conditions of this Contract shall
be valid unIuss evidenced by a written agreement executed by the authorized
representatives of both Parties.

8. SEVERABILITY
If any part of thI5 Agreement is oeclarud ur enforceable or void, the rest of the Contract
shall nevertheless rc‘main in full force and effect.

9. WAIVER
No failure, omission or delay of any of the Parties in exercising any of its right,
privileges and remedies hereunder snail operate as a waiver thereof. No waiver or
departure from the terms of this Contract shall be valid un less made in writing and
Signed by the Party’s authorized representative. Such waiver shall be effective only in
the specific instance and for the purpose fur which it is given.

10. ASSIGNMENT
The benefit of this Agreement may not be assigned in whole or in part by a Party
without the prior written consent of the other.

11. NO GIFT POLICY

The PROFESSIONAL SERVICE PROVIDER acknowledges that under the existing policy
of DBP, no gift, fee, commission or benefit in favor of any of its officers and/or
employees and/or any othur person required as a condition to, or as an auditiunal
consideration for,
 i' •. * ‹ i i z

the engagement of services of the PROFESSIONAL SERVICE PROVIDER. The

PROFESSIONAL SERVICE PROVIDER hurt he.r acknowledges that under the DBP’s Code of
Ethics, DBP’s personnel have the duty to report to their superior officers’ possible
violation of the policy.

The PROFESSIONAL SERVICE PROVIDER is aware that DBP is a government financial

ir stitu tion and that the receipt bY any DBA’ officer, employee and/or other persons ns well
as the giving by the PROFESSIONAL SERVICE PROVIDER (unless opponun lv disclosed
pursuant to tne provisions of Presidential Ducree No. 749) of any gift, fee or commission,
arc crimes punishable under the provisions of the Anti-Graft and Corrupt Practices Act
(R.A. No. 3019 as amended); Title VII: Crime's Committed by Public Officers of thu
Revised Penal Code; the Code of ñonouct and Ethical Standards for Public Officers
and Employees (R.A. No. 6713), the Plunder Law (R.A. 7060), as well as uther applicable
laws and governing presidential decrees and that it is the DBP‘s policy to refer any such
violation to the proper government agency for criminal prosecution.
The PROFESSIONAL SERVICE PROVIDER agrees that any 'violation of the DBP's policy
prohibitiiig the giving of such gift, fee, commission or bend(it shdll be a ground for the
termination of the Contract.

12. CONFIDENTIALITY
Each Party undertakes not to divulge at any time to any thira person any Luiifidential
information relating to the other, except upon prior written consent of the other or
where required under the law or regulation or by a valid order of a co rt or other
governmental authority with competent jurisdiction.

13. NO EMPLOYER-EMPLOYEE RELATIONSHIP

The Parties fully understand that:

.1. ThiS Contract ooes not create an employer-employee relationship between the
DBP and the PROFESSIONAL SERVICE PROVIDER. The PROFESSIONAL SERVICE
PROVIDER
shall not be entitled to the usual benefits afforded to casual and/or permanent DBP
personnel like vacation leave, sick Ioave, forced leave, rice, representation and the
year-end ChristmaS bonus and variable pay.

R, The Services rendered hereunder will DDt be credited as government service ; and

L'. The PROFESSIONAL SERVICE PROVIDER and DBP shall agree on the specific manner by
whicf the former shall deliver the Services enumerated under Sections A and B of
Annex “A” of this Contract, including the engagement time and submission of
reports, to ensure that sucn services are rendered accordingly.

14. LIABILITY
A. In case the PROFESSIONAL SERVICE PROVIDER is unabIr' to comply with the terms
and conditions of this Contract or fails to satisfactorily deliver the Services on time,
the PROFESSIONAL SERVICE PROVIDER shall be liable to pay damages on account
of such delay dnd shall pay DBP Iiquidatccl damages, not by way of penalty, in an
amount
 equal to one-tenth (1/TO) of one percent (1°/) of the Contract Price for every day uf
delay, until the Service (as may be required fry DBP) has been provided.

B. This claim for liquidated damages is without prejudice to other legal claims for
damages that DBP may seek against tne PROFESSIONAL SERVICE PROVIDER.

Any and all claims, liabilities, damages, suits, or causes of action of whatever
nature or kind, now or hereafter arising from or in connection with this Agreement,
including but nat limited to those resulting out of or as a consequence of the acts of
employees, personnel, or representatives of the PROFESSIONAL SERVICE
PROVIDER, shall be for the account of the PROFESSIONAL SERVICE PROVIDER. The
PROFESSIONAL SERVICE
PROVIDER shall indemnify DBP, its dirL'ctars, officers, empIo’yees, successors, ancl
assigns against, ano hold them free and narm/css therefrom. Tne o6hgations of
DBP under this provision shall survive the termination of this Contract.

15. GOVERNINC LAW AND VENUE OF ACTiON

This Agreement shall be governed and construed in BCCurdance with the laws of the
Republic of the Philippines. Venue of all actions arising from this Agreement shall hr
brought exclusively to the jurisdiction of the appropriate courts of Makati City,
Philippines.

16. ENTIRE AGREEMENT

Both Parties acknowledge that th is Contract and its Annex constitute the entire
agreement between them and shall completely supersede all other prior
understandings, previous communications ur contracts, oral or written, between the
Parties relating to the subject matter hereof.

IN WITNESS WHEREOF, the Parties hereto have caused these presents to he signed this
23'" day of October 2017 at the Development Bank of the Philippines, Makati City,
Philippines.

DEVELOPMENT BANK OF THE ENVIRONMENTAL COMPLIANCE

PHILIPPINES
CONSULTANTS INTL. CORP.

E N,E
EYAN SUBBURAMAN
Chief Developm r and Head Regional DIrector
of
Development Sector

Signed in the pr esence of:

MY OGINO-CALARA MS. S
 Parc 7 c4’ 13

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES

) ) 5 S.
City of Makati

Before me, this day of fn the City of Makati, personally appeared Mr,
Benel D. Lagua in his capacity as tne Chief Development Officer of the Development
Bank of the Philippines:

Name Competent Evidence of CTC No., Place & Date

Issued Identity

FVP Benel D. TIN No. 107-272-892 Passport #

Lagua EC1S0857S DBP I.D. No. 02027S9-BEN Manila /
02-July-2017

Known to me and to me known to be the same persons who executed the foregoing
instrument and acknowledged to me that the same is their free and voluntary act
and deed, as well as :he free and voluntary act and deed of the principals they
represent. This instrument, which consists of twelve (12) pages, refers to a Contract of
Services and signed by the Parties and two witnesses on each and every page
nereof.

IN TESTIMONY WHEREOF, I have heruunto set my hand and affixed my notarial seal at
the place and on the date first above written.

Duc. No. /’ ;
Page No. ,
Book No. ;
Series of 2017.
 Page 8 c•t’ 13

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES

) ) s s.
City of Makati

Before me, this day of in tne City of Maxati, personally appeared Mr.
Karthikev an Subburaman in his capacity as the Regional Director of the
Environmental Compliance Consuttalts Intl. Corp.:

Name Competent Evidence of CTC No., Place & Date Issued

Identity

Kanhikeyan Subburaman TIN No. 243-517-752 Passport # Z2323073

Manila / 31-July-2012

Known to me and to me known to be the same persons who executed the foregoing
instrument and acknowledged to me that the same is their free and voluntary act
and deed, as welt as the free and voluntary act and deed of the principals they
represent. This instrument, which consists of twelve (12) pages, refers to a Contract of
Services and signed by the Parties and two witnesses on each and every page
hereof.

IN TESTIMONY WHEREOF, I have hereunto se my hand and afftxed my notarial seal at

the place and on the date first above written.

Doc. No.
Page No.
Book No.
Series o1 2017.
 ANNEX "A"

SCOPE OF SERVICES

Section A. Professional Service Provider

a. The Professional Service Provider ensures that the Report shall be in compliance
with the GRI Standards and ready for external assurance, and shall perform the
following:

i. Create a GRi Standards-based reporting approacn and strategy that will fit
the reporting entity’s profile and objectives.
ii. Ensure compliance of the report on these items:
1. Reporting Principles and Standard Disclosures
2. "In accordance" option including discussions whetner Core
or Comprehensive Report
3. Definition of Material Aspects and Boundaries to include materiality
and relevance tests on disclosed data
4. Data quality and integrity
5. Financial Services Sector Supplement in the Guidelines, integration when
applicable and neCessary
iii. Prepare the GRI Standards Index page that supports the report’s
GRI com pliance.
iv. Prepare the reporting format, sections, and sequence of tne report.
v. Review existing systems, analyze the data, and conduct focus group
discussions/key person interviews.
vi. Provide logistical support and gap assessment on the third-party
assurer’s observations and findings.
vii. Conduct quality assurance on the final reporting prior to printing.
viii. Register the report with the GRI Registry and International Corporate
Register for Sustainability Reports.

b. In addition to the above core GRI process responsibilities, the Professional

Service Provider shall also do as follows:

i. Design a training course for the DBP key representatives to

transfer sustainability management and reporting exercise
ii, Conduct management briefing on the project
iii. Lead and facilitate meetings and consultation with the DBP key representatives
iv. Participate in activities related to launching and publicizing the Report

Section B PROJ ECT COMPONENT5/ACTIVITIES AND TIMEL\NES:

Components/Tasks Output Timeline

D. Kick-Off Meeting and Pre Work
a. Clarify roadmap and
timelines for the report
preparation process
b. Identify point persons from
respective business units whO
are critical in the materialit
review workshop
c. Identify data requirements,
existing document for review
of
• Roadmap and timeline for the Month 1
report preparation process
• Checklist of identified data
requirements for the review
of materiality
• List of selected point
persons from respective
units for the materiality
review workshop
 Components/Tasks
materiality
d. Define and agree roles
and responsibilities
e. Formal project kick off
presentation with the project
team members
E. GRI Orientation/Workshop
Stakeholder Engagement Workshop
Review
a. Conduct GRI Orientation
and Materiality Workshop
• Business Sustainability
• GRI Reporting Guidelines,
R sporting Principles, and
Standard disclosures
• Identification of material
aspects and its boundary
• Identify significant changes
from previous reporting
periods in the SCope and
Aspect Boundaries
• Stakeholder mapping
b. Briefing on GR/ standards KPI
and report development process
F. Materiality Review
a. Meetings with DBP key
persons for the review of profit
formula, value chain, revenue
and growth engines, success
enabling factors, risks ano
opportunities, and ot her
components necessary for
reviewing materiality criteria.
b. Develop materiality
assessment criterion and
checklist to be used during the
interviews and meetings
C. Align the material aspects
identifiecl to the business
operations
d. Ident1fy the key performance
indicators relevant to the key
materials aspects
c. Stakeholder Engagement
a. Review of Existi’ng Systems
e This i.s an inventory of h
ow the company collects
information and feedback
fro m I heir respective
stakeholders.
Output Timeline
• Sustainability Reporting Month 1
Awareness Training
• List of Material Aspects
• Stakeholder Management Plan
Data line-up as follows: Month 1
• G4-18/GRI 102-46, reporting
principles in defining report
content
» G4- 19/GRI 102-47,
material aspects in the
proccss of defin ing report
content
• G4-20/GRI 103-1, boundary
for each aspects or businr'ss s
units which the aspects are
material.
• L›st of final KPIs from
the guidelines to be
reported
• G4-23/GRI 102-49, significant
changes from previous reporting
periods in the Scope and
AspeCt Boun Oaries.
• Inventory of Month 1
stakeholder 4
engagement gaps
• Report on data of existing
platform for use in Thu
reporting process
• List relevant performance
indicators and stories
for sustainability report
 Components/Tasks Timeline
b. Ana/ysis of Exis ting Data
• Analyze stakeholder needs
• Review data available
from the existing platforms
that will be useful to the
reporting and sustainability
improvement process.
• Identify the KPIs to be
reported/disclosed in the
sustaindbility report
c. Conduct interviews, aiscussion
w/”rh key sl ukeholder group
• Veri! v key aspects of DBP
• Validate stakeholders
concerns, expectations
and needs
• Identify value creation of
DBP that can be
translated further into
stories.
H. Data Collection, Review, Analysis • Data Collection Templates for Month 2
a. Data Collection. ESG data and other identified -4
• Define certain data sets to performance indicators
CO! ICC I, It oit s of • Con d net of sample data
measurements for verification and c aIc‹vIation
quantitative data, and for accuracy and traceability
other details to be agreed • sDG -aligned data
upon with the data
handlers.
• Develop data collection
templates based on the
ex stung oata sheets of data
owners.
• Collect data on environment,
social, and governance (ESG)
and firpnt in g Shared Valu e
(CSV) data and stories and
on other identified
performance indicators
• Conduct data gap analysis
with data hand hers to fi(I-
in gaps.
b. Review and Consolidoti”on.
• Identify highIy unlikely data
sets and other simple ent rv
Crrors.
• Condr ct sample
verification of data
provided and its
calculation for data accuracy
and traceability.
 Components/Tasks Output Timeline
c. Trends Analysis and Discussi”on
with Oofo Owners.
e Identify meaning ful trends
from the gathered datcl
d£1d its underlying
causes for communication
to the target audience. To
discuss of the trends
identified
• Brainstorm on putuntial
strategies and key
challenges to improve
performancc
d. CSV Data Ali”gnment
to Development
Goals.
e Link DBP’s CSV initiatives
and their contribution to
the UN SDG targets as
well as Philippine
Development targets.
!. Report Conceptualization, • Report Concept (Theme Month 2
Preparation & Writing; Report and Title) -5
Finalization for GRI Materiality « Draft Report Content (Data
check and external documents, graphs, tables,
assurance reviewed text and narratives)
o. Report Concepruo/izot/OF • Synthesized Report for
• Develop theme and title Of Management Perusal
the report based on key • Final report ready for GRI
performances and highIi’ghts Materiality check and
achieved by the Bank external assurance
• Develop structure of the
report
b. Preparation of Data Documents
• Prepare/collect materials
for report writing, (stories,
graphs, tables with
corresponding discussions )
c. Content Wri ‹”°9 and Review of
Narratives
• Compose narratives for the
report
• Review and edit the report
based on the requirements
of the GRI Standards
including OBP‘s
currJments
d. Preporotion of
Synthesized Report to
Monagement.
• Prepare report to
management to
gath er feedback st rategy
development and decision-
 Components/Tasks Output Timeline
e. Heport Fi’nolizotion
• Review the final report
for GRI Materiality check
and E'xt ernal assurance
.I. Quality Assurance Management • Ddta Materiality Clock Seal
from GRI -6
a. Third-Party Assurance • Final Sustainability Report with
Management Material Check
• Provide support to DB
P team during external
assurance
• Track and monitoring any
gaps based on the third -
party as surer’s
findings.

b. GRI chec/r Management

• Liaise with GRI to
facilitate the process

• Ensure the report complies

against the GRI
Standards.
• Support to address any
compliance gaps on the
findings in the GRI check